HILTON HOTELS CORPORATION CORPORATE SERVICES AGREEMENT
THIS HILTON HOTELS CORPORATION CORPORATE SERVICES AGREEMENT (this
"AGREEMENT"), dated December 31, 1998, is by and between HILTON HOTELS
CORPORATION, a Delaware corporation ("HILTON"), and PARK PLACE ENTERTAINMENT
CORPORATION, a Delaware corporation and wholly owned subsidiary of Hilton ("PARK
PLACE").
RECITALS
WHEREAS, pursuant to a Distribution Agreement dated December 31, 1998
(the "DISTRIBUTION AGREEMENT") between Hilton and Park Place, Hilton and certain
of its subsidiaries (the "RETAINED BUSINESS SUBSIDIARIES") will (i) contribute
to Park Place and certain of its subsidiaries that conduct gaming business all
of the operations, assets and liabilities of Hilton and the Retained Business
Subsidiaries comprising the gaming business and (ii) distribute all of the
outstanding shares of Park Place's common stock to the holders of Hilton's
common stock;
WHEREAS, a condition of the closing of the transactions contemplated
by the Distribution Agreement is that Hilton and Park Place enter into, among
other things, a corporate services agreement with substantially the same terms
and conditions set forth herein;
WHEREAS, Park Place desires to retain Hilton as described herein, and
Hilton desires to render services as described herein for a fee; and
WHEREAS, the Board of Directors of each of Hilton and Park Place have
determined that it is to the benefit and in the best interests of the respective
parties and their stockholders to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
warranties, covenants and agreements set forth below, the parties agree as
follows:
AGREEMENT
1. DEFINITIONS.
For purposes of this Agreement, the following capitalized terms shall
have the meanings set forth below:
"ACCOUNTING PERIOD" shall be a one month period.
"ACTION" shall mean any action, claim, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency or commission or any arbitration tribunal.
"CORPORATE SERVICES" shall mean the services described in Exhibit A.
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"DISTRIBUTION" means the distribution to the holders of Hilton's
common stock of all the outstanding shares of Park Place's common stock.
"DISTRIBUTION DATE" means the date on which the Distribution is
effected.
"INITIAL TERM" shall have the meaning set forth in Section 2.
"LIABILITIES" shall mean any and all debts, liabilities and
obligations, absolute or contingent, matured or unmatured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising,
including all costs and expenses relating thereto, and including, without
limitation, those debts, liabilities and obligations arising under any law,
rule, regulation, Action, threatened Action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, and those
arising under any contract, commitment or undertaking.
"PRIME RATE" shall be the rate identified from time to time in the New
York edition of the Wall Street Journal as being the prime rate of interest;
should such rate be shown as a spread of rates, then the highest such rate shall
be utilized.
"RELATED AGREEMENTS" shall have the meaning described in the
Distribution Agreement.
Any capitalized terms defined in the Distribution Agreement and used
herein shall have the meanings ascribed to them in the Distribution Agreement
unless otherwise defined herein.
2. TERM. The initial term of this Agreement (the "INITIAL TERM")
shall commence on the Distribution Date and, unless earlier terminated pursuant
to this Section 2, shall expire on the date that is 12 months immediately
following the Distribution Date. After the Initial Term, unless earlier
terminated pursuant to this Section 2, the parties may agree to renew the term
of this Agreement for an extended period to be determined by the parties;
PROVIDED, HOWEVER, that the term of this Agreement shall not extend past the
date that is 18 months immediately following the Distribution Date.
Notwithstanding the foregoing, (a) Park Place may terminate this Agreement or
any of the services provided by Hilton hereunder at any time for any reason or
no reason upon 30 days prior written notice to Hilton and (b) either party may
at any time terminate this Agreement in the event of a material default (past
the expiration of any applicable cure period provided herein) in accordance with
the provisions of this Agreement; PROVIDED, HOWEVER, that the availability of
such right of termination shall not prejudice such party's right under Section 9
hereof.
3. SERVICES. Upon 30 days written request from Park Place, Hilton
shall provide to Park Place, to the extent requested in such notice, the types
of Corporate Services set forth in Exhibit A. As of the date of this Agreement,
Park Place has requested Hilton to provide those services described on Exhibit
B. The scope of the services to be provided by Hilton hereunder shall be
consistent with the scope of the services being provided by the Retained
Business Group to the Gaming Group on the date the Merger Agreement is signed
and shall not be expanded unless otherwise agreed to in writing by the parties
hereto. Exhibit A and Exhibit B may be amended from time to time as the parties
may mutually agree in writing.
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In the event that Hilton is required to retain, outside of the
ordinary course of business, outside consultant/contractor assistance to perform
any of the services hereunder, Hilton shall first obtain the written consent of
Park Place to such retention (which consent may not be unreasonably withheld).
Hilton shall not be held responsible for the performance of such
consultant/contractor services and Park Place assumes the risk thereof.
4. COOPERATION. Park Place will provide access to information and
its employees necessary for Hilton to provide such Corporate Services. Park
Place shall, in a timely manner, take all such actions as may be reasonably
necessary or desirable in order to enable or assist Hilton to provide the
Corporate Services, including, but not limited to, providing necessary
information and specific written authorizations and consents, and Hilton shall
be relieved of its obligations hereunder to the extent that Park Place's failure
to take any such action renders performance by Hilton unlawful or impracticable.
5. FEES AND PAYMENT. Park Place shall pay Hilton for services
requested by and rendered to Park Place hereunder as follows:
a. Fees for the Corporate Services for the Initial Term
shall be based on the fair value of such services based on an arm's
length negotiation between Hilton and Park Place. Fees for work
performed by outside consultants/contractors retained by Hilton outside
of the ordinary course of business shall be paid directly by Park Place
and shall not include any mark-up or margins by Hilton.
b. Hilton shall invoice Park Place once each month for the
services performed during the prior month, other than services provided
by consultants/contractors outside of the ordinary course of business,
which services will be invoiced directly to Park Place by such
consultants/contractors. Payment for all services hereunder, other than
services provided by consultants/contractors outside of the ordinary
course of business, shall be made by Park Place to Hilton within 30 days
of receipt of invoice for payment (with appropriate supporting
documentation for any out-of-pocket expenses). Payment for services
performed by consultants/contractors outside of the ordinary course of
business shall be made promptly by Park Place following Park Place's
receipt of invoices for such services. Any payments not made by Park
Place to Hilton when due shall bear interest, computed daily, from the
date due to the date of payment based on the annual percentage rate
equal to the Prime Rate, as the same may vary from time to time, plus
two percentage points.
c. If at any time during the term of the Agreement, Park
Place moves its office location from 3930 Howard Hughes Parkway, 4th
Floor, Las Vegas, Nevada, both the availability of certain services and
their associated rates may be subject to change. If any additional
services are provided by Hilton, other than as set forth in the Exhibit
attached hereto, or if the scope or nature of the Corporate Services
provided at any time under this Agreement change materially, the parties
hereto will negotiate in good faith to set new fees based on the fair
value of providing such additional or revised services.
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d. Fees for Corporate Services provided after the Initial Term,
if any, shall be mutually agreed upon by the parties.
e. The parties agree that in the event that any tax or
assessment is required to be paid as a result of the provision of
services hereunder, other than any income tax (for which the party
incurring such expense shall be responsible), Park Place shall be solely
responsible for the payment of such tax or assessment.
6. DUTY OF CARE.
a. HILTON'S OBLIGATIONS. All services provided and all
obligations hereunder shall be administered in accordance with Hilton's
standard policies, procedures and practices in effect as of the date
hereof and as may be changed from time to time, or as otherwise
specified in accordance with the terms hereof. In so doing, Hilton
shall exercise the same care and skill as it exercises in performing
like services for itself. In the event Hilton changes its policies,
procedures or practices, the Corporate Services performed hereunder may
be modified by Hilton to meet such revised policies, procedures and
practices provided that Hilton gives Park Place prior written notice of
such change and a reasonable opportunity for Park Place to adapt its
operations to accommodate such changes or to reject such change. Park
Place's decision whether or not to accept the proposed change must be
made on or before the date Hilton implements such change, which date
shall be specified in the notice given to Park Place. Park Place agrees
to pay any charges (i) resulting from Hilton's need to maintain
different versions of the same systems, procedures, technologies, or
services and (ii) resulting from requirements of third party vendors.
Notwithstanding anything to the contrary in this Section 6.a., Hilton's
liability for the provision of services hereunder shall be strictly
limited, as set forth in Section 9.
b. PARK PLACE'S OBLIGATIONS. Park Place shall adopt
reasonable measures to limit its and Hilton's exposure with respect to
any potential losses and damages, including, but not limited to,
periodic examination and confirmation of results, provision for
identification and correction of errors and omissions, preparation and
storage of backup data, virus prevention, security, replacement of lost
or mutilated documents, and reconstruction of data.
7. LIAISON. Hilton shall appoint its Executive Vice President &
Chief Financial Officer, Executive Vice President & General Counsel, Senior Vice
President & Treasurer and Senior Vice President & Controller (the "HILTON
REPRESENTATIVES") and Park Place shall appoint its Executive Vice President &
Chief Financial Officer, Executive Vice President,Law & Corporate Affairs, &
Secretary and Vice President & Controller (the "PARK PLACE REPRESENTATIVES" and,
together with the Hilton Representatives, the "REPRESENTATIVES") to facilitate
communications and performance under this Agreement. Each party may treat an
act of a Representative of the other party as being authorized by such other
party without inquiring or ascertaining whether such Representative had
authority to so act. Each party shall have the right at any time and from time
to time to replace any of its Representatives by giving prior notice in writing
to the other party setting forth the name of (i) each Representative to be
replaced and (ii) the replacement, and certifying that
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the replacement Representative is authorized to act for the party giving the
notice in all matters relating to this Agreement.
8. CONFIDENTIALITY.
a. Hilton and Park Place agree that all information
regarding the Corporate Services provided hereunder (the "CONFIDENTIAL
INFORMATION"), including, but not limited to, price, methods of
operation and software, shall be maintained in confidence and not be
released to any third party for any reason whatsoever, excluding such
parties' counsel, agents, auditors or lenders. However, a party may
release the Confidential Information to a third party upon the prior
approval of the other party (such approval not to be unreasonably
withheld, conditioned or delayed), upon court order or as such party in
good faith believes, based on the advice of counsel, is required by any
rules, regulations or laws. Notwithstanding the previous sentence, in
the event that a party becomes legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative
demand or otherwise) to disclose any information, such party shall
provide the other with prompt prior written notice of such requirement
so that the other party may seek a protective order or other appropriate
remedy to minimize disclosure of the Confidential Information. In the
event that such protective order or other remedy is not obtained, or the
other party approves the disclosure, the disclosing party agrees to
furnish only that portion of the Confidential Information which the
disclosing party in good faith believes, based on the advice of counsel,
is legally required and to exercise reasonable efforts to obtain
assurance that confidential treatment will be accorded to such
information. Each party shall cease use of all Confidential Information
which any party has obtained from the other upon the expiration or
earlier termination of this Agreement. The provisions of this Section 8
shall survive the expiration or earlier termination of this Agreement.
b. Any Park Place information or other information provided
by Park Place to Hilton for use with the Corporate Services provided
hereunder and identified in writing as confidential shall remain the
exclusive and confidential property of Park Place. Specifically, Park
Place's employee database and payroll information shall be deemed
confidential. Hilton shall treat such information as confidential and
will not disclose or otherwise make available any Park Place information
to any person other than employees, consultants, or auditors of Hilton
with a need-to-know or except as required by court order or as such
party in good faith believes, based on the advice of counsel, is
required by any rules, regulations or laws. Hilton will instruct its
employees who have access to the Park Place information to keep the same
confidential by using the same care and discretion that Hilton uses with
respect to its own confidential property and trade secrets.
c. Hilton will continue current security provisions
regarding third parties' access to Park Place information. Hilton
reserves the right to issue and change regulations and procedures from
time to time to improve file security.
d. Hilton will continue current precautions regarding the
loss or alteration of Park Place information. Park Place will, to the
extent it deems necessary, keep
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copies of all source documents delivered to Hilton and will maintain a
procedure external to Hilton's systems for the reconstruction of lost or
altered Park Place data.
e. Hilton will, to the extent applicable, retain Park
Place's information in accordance with and to the extent provided by
Hilton's then prevailing records retention policies and practices for
similar activities. Hilton will, in conformity with its then prevailing
records retention policies and practices, dispose of all Park Place
information in any manner it deems appropriate unless Park Place, prior
to such disposal, furnishes to Hilton written instructions for the
disposition of such Park Place information, at Park Place's expense. At
Park Place's request, Hilton will provide Park Place, in a standard
Hilton format and at Hilton's then standard rates for such format, any
and all Park Place information requested.
f. Hilton's systems used to perform the Corporate Services
provided hereunder, including but not limited to the payroll system, are
confidential and proprietary to Hilton or third parties. Park Place
shall treat these systems and all related procedures as confidential and
proprietary to Hilton or its third party vendors and shall be directly
bound by and responsible for applicable license and other obligations.
Park Place agrees that all software systems, procedures, and related
materials provided to Park Place by Hilton for the purposes of this
Agreement are for Park Place's interim, revocable internal use
exclusively and only as related to the Corporate Services or any of the
underlying systems used to provide Corporate Services hereunder. Park
Place may not sell, transfer, assign, or otherwise use the Corporate
Services provided hereunder, in whole or in part, for the benefit of any
other party. Park Place shall not copy, modify, reverse engineer, or in
any way alter these systems without Hilton's express written consent.
Title to all software systems used in performing the Corporate Services
provided hereunder shall remain in Hilton or its third party vendors.
9. WARRANTIES AND LIMITATIONS OF LIABILITY.
a. HILTON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE
SERVICES PROVIDED HEREUNDER. Hilton will use reasonable efforts to
perform the Corporate Services provided hereunder in a professional and
workmanlike manner, but the results of the Corporate Services are
furnished "as is."
b. Hilton shall have no liability to any third party in
connection with the provision of the Corporate Services in any event,
and no liability to Park Place except to the extent (i) the performance
of such Corporate Services is in material breach of the standard of care
specified in this Agreement or (ii) the performance of such Corporate
Services is interrupted, delayed or otherwise not available, PROVIDED,
HOWEVER, that in each case such liability shall be subject to Sections
9.e. and 13 hereof.
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c. Hilton's sole liability to Park Place for claims,
notwithstanding the form of such claims (e.g. contract, negligence or
otherwise), arising out of Section 9.b(i). above, shall be, at Park
Place's discretion, to (i) promptly perform again the particular
Corporate Service that was previously performed in breach of the
standard of care specified in this Agreement, at no additional cost to
Park Place or (ii) refund the portion of the fees attributable to the
performance of the Corporate Service that was previously performed in
breach of the standard of care specified in this Agreement.
d. Hilton's sole liability to Park Place for claims,
notwithstanding the form of such claims (e.g. contract, negligence or
otherwise), arising out of Section 9.b(ii). above, shall be to use all
reasonable efforts to make the Corporate Services available as promptly
as reasonably practicable. Hilton will maintain the same back-up
procedures for Park Place's information that Hilton has for its own
similar information.
e. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (i)
HILTON SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES
UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS
NEGLIGENCE AND (ii) HILTON SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER
ECONOMIC DAMAGES. PARK PLACE AGREES THAT IN NO EVENT SHALL THE TOTAL
AGGREGATE LIABILITY OF HILTON FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES
ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED
HEREUNDER EXCEED THE VALUE OF PARK PLACE'S PAYMENT FOR SAID SPECIFIC
CORPORATE SERVICE IN DISPUTE OVER ONE ACCOUNTING PERIOD'S TIME.
f. The foregoing provisions of this Section 9 set forth the
full extent of Hilton's liability hereunder (monetary or otherwise) for
any claim or action, regardless of the form in which any such claim or
action may be asserted against Hilton (e.g. contract, negligence or
otherwise).
g. "Hilton" as used in this Section 9 includes all of
Hilton's affiliates, subsidiaries, vendors, service providers,
licensors, licensees and properties, and each of such entities' agents,
officers, directors, agents, employees, guests, residents, invitees,
permitees, heirs, executors, successors and assigns, related persons or
entities (the "HILTON INDEMNITEES").
10. DEFAULT. If either party materially defaults hereunder, the non-
defaulting party may terminate this Agreement effective immediately (subject to
the cure periods set forth below) upon written notice to the defaulting party.
The non-defaulting party shall be entitled to all remedies provided by law or
equity (including reasonable attorneys' fees and costs). The following events
shall be deemed to be material defaults hereunder:
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a. Failure by any party to make any payment required to be
made to the other hereunder or under an agreement related to the
provision of Corporate Services, which failure is not remedied within 5
days after receipt of written notice thereof; or
b. Except as otherwise provided herein, failure by any party
substantially to perform in accordance with the terms and conditions of
this Agreement or under an agreement related to the provision of
Corporate Services, which failure is not remedied within 30 days after
receipt of written notice from the other party specifying the nature of
such default; or
c. (i) Filing of a voluntary bankruptcy petition by any
party; (ii) filing of an involuntary bankruptcy petition against any
party which is not withdrawn within 60 days after filing; (iii)
assignment for the benefit of creditors made by any party; or (iv)
appointment of a receiver for any party.
11. LAWS AND GOVERNMENTAL REGULATIONS. Park Place shall be
responsible for (a) compliance with all laws and governmental regulations
affecting its business and (b) any use it may make of the Corporate Services to
assist it in complying with such laws and governmental regulations. While
Hilton shall not have any responsibility for Park Place's compliance with the
laws and regulations referred to above, Hilton agrees to use reasonable efforts
to cause the Corporate Services to be designed in such manner that they will be
able to assist Park Place in complying with its applicable legal and regulatory
responsibilities as related to the Corporate Services. In no event, however,
will Park Place rely solely on its use of the Corporate Services in complying
with any laws and governmental regulations.
12. INDEMNIFICATION.
a. Park Place shall indemnify, defend and hold harmless each
Hilton Indemnitee from and against any and all losses, Liabilities,
damages and expenses (including, without limitation, the reasonable
costs and expenses of investigation and reasonable attorneys' fees and
expenses in connection with any or all such investigations or any and
all Actions, or threatened Actions) (collectively, "LOSSES") incurred or
suffered by such Hilton Indemnitee either (i) as the result of any claim
made against such Hilton Indemnitee by any third party arising out of
such Hilton Indemnitee's provision of the Corporate Services or (ii)
arising out of Park Place's negligence or malfeasance in connection with
its use of the Corporate Services.
b. The parties hereto are also subject to indemnification
provisions in the Distribution Agreement. The indemnification
provisions set forth herein are intended to supplement, but not to
replace, the indemnification provisions in the Distribution Agreement.
To the extent the indemnification provisions set forth herein conflict
with those set forth in the Distribution Agreement, those provisions
that provide the greatest benefits to the indemnified party shall
control.
13. FORCE MAJEURE. Park Place and Hilton shall incur no liability to
each other due to a failure to perform under the terms and conditions of this
Agreement resulting from fire,
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flood, war, strike, lock-out work stoppage or slow-down, labor disturbances,
power failure, major equipment breakdowns, construction delays, accident,
riots, acts of God, acts of United States' enemies, laws, orders or at the
insistence or result of any governmental authority or any other event beyond
each other's reasonable control. In addition, Hilton shall not be liable or
deemed to be in default for any delay or failure to perform hereunder
resulting, directly or indirectly, from any cause beyond Hilton's reasonable
control, including limitations upon the availability of communications
facilities or failures of Park Place or other communications equipment or
failure of Park Place to prepare data properly for use in the Corporate
Services.
14. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship of buyer and seller.
15. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and assigns.
16. SPECIFIC PERFORMANCE. The parties hereto agree that the remedy
at law for any breach of this Agreement will be inadequate and that any party by
whom this Agreement is enforceable shall be entitled to specific performance in
addition to any other appropriate relief or remedy. Such party may, in its sole
discretion, apply to a court of competent jurisdiction for specific performance
or injunctive or such other relief as such court may deem just and proper in
order to enforce this Agreement or prevent any violation hereof and, to the
extent permitted by applicable laws, each party waives any objection to the
imposition of such relief.
17. HEADINGS; REFERENCES. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. All references herein to "Sections" or
"Exhibits" shall be deemed to be references to Sections hereof or Exhibits
hereto unless otherwise indicated.
18. SEVERABILITY; ENFORCEMENT. The invalidity of any portion hereof
shall not affect the validity, force or effect of the remaining portions hereof.
If it is ever held that any covenant hereunder is too extensive in any respect
to permit enforcement of such covenant to its fullest extent, each party agrees
that a court of competent jurisdiction may enforce such covenant to the maximum
extent permitted by law, and each party hereby consents and agrees that such
scope may be judicially modified accordingly in any proceeding brought to
enforce such covenant.
19. NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, telecopied (which
is confirmed) or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
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(a) if to Park Place, to
Park Place Entertainment Corporation
3930 Howard Hughes Parkway
4th Floor
Las Vegas, Nevada 89109
Attn: Executive Vice President & Chief Financial
Officer and Executive Vice President--Law &
Corporate Affairs, & Secretary
Telecopy: 702-699-5190 and
702-699-5179
with a copy to:
Sills Cummis Zuckerman
Radin Tischman Epstein & Gross
One Riverfront Plaza
Newark, NJ 07102
Attn: Michael Tischman, Esq.
Telecopy: 973-643-6500
(b) if to Hilton, to
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Attn: Executive Vice President & General Counsel and
Executive Vice President & Chief Financial Officer
Telecopy: 310-205-7677 and
310-205-4327
with a copy to:
Latham & Watkins
1001 Pennsylvania Ave., N.W.
Suite 1300
Washington, D.C. 20004-2505
Attn: Bruce Rosenblum, Esq.
Telecopy: 202-637-2201
20. FURTHER ACTION. Park Place and Hilton each shall cooperate in
good faith and take such steps and execute such papers as may be reasonably
requested by the other party to implement the terms and provisions of this
Agreement.
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21. WAIVER. Park Place and Hilton each agree that the waiver of any
default under any term or condition of this Agreement shall not constitute any
waiver of any subsequent default or rights herein or nullify the effectiveness
of that term or condition. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party.
22. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard to any
applicable conflicts of law.
23. ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement, including the Exhibits hereto, and the Distribution Agreement
(including any Ancillary Agreements, as such term is defined in the
Distribution Agreement) and including the Schedules and Exhibits thereto,
constitute the entire understanding between the parties, and supersede all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter covered by said agreements. To the extent
that the terms of this Agreement and similar terms of the Distribution
Agreement or any Ancillary Agreement are in conflict, the interpretation
given to the conflicting terms of the Distribution Agreement shall govern the
interpretation and performance of this Agreement. This Agreement is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.
24. AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
25. ARBITRATION. The parties hereto agree that any dispute,
controversy or disagreement between the parties related to the obligations of
the parties under this Agreement in respect of which resolution cannot be
reached shall be submitted for mediation and final and binding arbitration in
accordance with Section 9.14 of the Distribution Agreement, including Section
9.14(c) thereof regarding the parties' ability to seek specific performance
or injunctive relief thereof, and including the attorneys' fees provisions
referred to therein.
26. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
27. HILTON EQUIPMENT CORPORATION. With respect to any purchase
orders placed with Hilton Equipment Corporation, the agreed fair value of
services shall reflect the following: there shall be (i) no mark up of any
invoices relating to purchase orders in connection with the construction and
development of the Paris Hotel & Casino ("Paris Casino") and (ii) a mark up
to be agreed to by the parties hereto on all invoices relating to purchase
orders placed on or after the date hereof for all matters other than those
relating to the construction and development of the Paris Casino. Purchase
orders relating to the Paris Casino after the official opening date of the
property will be subject to a markup to be agreed to by the parties hereto.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, Hilton and Park Place have caused this
Agreement to be signed by their duly authorized officers as of the date first
above written.
HILTON HOTELS CORPORATION,
a Delaware corporation
By: /s/ Thomas E. Gallagher
---------------------------
Name: Thomas E. Gallagher
Its: Executive Vice President and
General Counsel
PARK PLACE ENTERTAINMENT
CORPORATION,
a Delaware corporation
By: /s/ Scott A. LaPorta
---------------------------
Name: Scott A. LaPorta
Its: Executive Vice President and
Chief Financial Officer
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